Current Report no. 33 (2024)

10 september 2024

Notification from Banco Santander, S.A. regarding the completion of the sale of a portion of its shares in Santander Bank Polska S.A. through an accelerated book-building process and the outcome of such process.

The Management Board of Santander Bank Polska S.A. (the "Company"), in relation to the current report no. 32/2024 of 10 September 2024, announces that on 10 September 2024, it was notified by the Company's shareholder - Banco Santander, S.A. (the "Shareholder") (the "Notification"), that on 10 September 2024, the accelerated book-building process directed at certain institutional investors (the "Placement"), the purpose of which was the sale by the Shareholder of a portion of the ordinary bearer shares in the Company held by the Shareholder (the "Sale Shares"), has been completed.

Pursuant to the Notification, as a result of the Placement:

1. The sale price per Sale Share was set at PLN 463;
The final number of the Sale Shares was set at 5,320,000, which constitutes 5.2% of the shares in the share capital of the Company.
Following the settlement of the sale transactions of the Sale Shares within the Placement, the Shareholder will continue to hold a majority shareholding in the Company holding 63,560,774 shares in the Company, representing 62.2% of the shares in the Company's share capital.

In relation to the Placement, the Shareholder has undertaken, subject to customary exceptions, to comply with a lock-up undertaking in respect of the remaining shares held by the Shareholder in the Company for a period of 180 days from the date of the settlement of the sale transactions of the Sale Shares within the Placement.

Settlement of the Placement is expected to occur in a T+2 basis on 13 September 2024, on usual settlement terms.

The Placement will increase the Company's free float and is expected to enhance the liquidity profile of the stock and increase Company's weight in the relevant stock indices.

The Shareholder will remain a long-term majority shareholder in the Company. Poland remains a core market for the Shareholder and the Shareholder will continue to support the current strategy of the Company and its strategic targets for 2024-26, including being a top three bank in Poland by return on equity and Net-Promoter-Score.

The Placement is aligned with the Shareholder's strategic focus on proactive capital allocation to create shareholder value. The Shareholder expects to redeploy the capital released from the Placement into value accretive organic growth opportunities and/or additional share buy-backs.

In connection with the Placement, Banco Santander, S.A. (in its capacity as a manager and not as a Shareholder selling the Sale Shares), Santander Bank Polska S.A. - Santander Brokerage Poland (Biuro Maklerskie), Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy, Citigroup Global Markets Europe AG and Goldman Sachs Bank Europe SE acted as the Joint Global Coordinators and Joint Bookrunners.

This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

This material (and the information therein) does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company.

Citigroup Global Markets Europe AG and Goldman Sachs Bank Europe SE are authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt f_#252;r Finanzdienstleistungsaufsicht), and are acting as Joint Global Coordinators and Joint Bookrunners for the Shareholder and no-one else in connection with the transaction, alongside Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy which are authorised and supervised by Komisja Nadzoru Finansowego. Santander Bank Polska - Santander Brokerage Poland is supervised by Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and acts for the Shareholder as Joint Global Coordinators and Joint Bookrunners and no-one else in connection with the services under the Placement.